On July 2, 2012, the Partnership, through a wholly-owned subsidiary, acquired all of the issued and outstanding common stock of Clearfield Energy, Inc. and Clearfield Energy's wholly-owned subsidiaries (collectively, “Clearfield”). Clearfield's business included crude oil pipelines, a barge loading terminal on the Ohio River, a rail loading terminal on the Ohio Central Railroad network, a trucking fleet and brine disposal wells. All of these assets are included in the Partnership's ORV segment.

The Partnership paid approximately $215.0 million in cash (before working capital and certain purchase price adjustments) for the acquisition. The preliminary purchase price adjustment for the fair value of assets acquired and liabilities assumed at the acquisition date are pending finalization of closing adjustments.

The following unaudited pro forma condensed financial data for the three months ended March 31, 2012 gives effect to the Clearfield acquisition as if it had occurred on January 1, 2011. The unaudited pro forma condensed financial information has been included for comparative purposes only and is not necessarily indicative of the results that might have occurred had the transactions taken place on the dates indicated and is not intended to be a projection of future results.


	Three Months Ended
	March 31, 2012

Pro forma total revenues	$	438,369
Pro forma net income	$	1,713
Pro forma net loss attributable to Crosstex Energy, Inc.	$	(1,024)

Pro forma net loss per share:
Basic and Diluted	$	(0.02)